EverQuote, Inc.
For the period ended Sep 30, 2026. Filed Nov 3, 2026.
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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Sep 30, 2026 · Filed Nov 3, 2026
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Other Information
Item 5. Other Information.
Outperformance pRSUs
On November 2, 2026, the board of directors on the recommendation of the Compensation Committee, approved amendments to the outperformance pRSUs granted to the Company’s executive officers in 2025 (the “Executive pRSUs”). The amendments (i) redefine Adjusted EBITDA, for purposes of the Executive pRSUs only, as a percentage of the Company’s GAAP revenue in order to determine achievement of the awards’ performance targets, subject to a downward adjustment in certain circumstances; and (ii) update and clarify the change in control provisions. Except for the amendments described above and other administrative revisions, the material terms of Executive pRSUs remain unchanged, including the measurement dates and number of pRSUs. The amendments address the possible impact on 2027 Adjusted EBITDA of the Company’s expected increased investment in AI. The amendments are intended to preserve the pRSUs’ original purpose of incentivizing achievement of the Company’s long-term model while supporting potential investments the Company believes may be necessary to drive long-term growth and stockholder value. This description is qualified in its entirety by the form of Amended and Restated Performance-Based Restricted Stock Unit Agreement, which is filed as Exhibit 10.3 to this Quarterly Report on Form 10-Q and is incorporated by reference herein.
Rule 10b5-1 Trading Plans
During the three months ended September 30, 2026, the following directors or officers informed us of the adoption or termination of a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408 of Regulation S-K:
| Name (Title) | Action Taken (Date of Action) | Type of Trading Arrangement | Nature of Trading Arrangement | Duration of Trading Arrangement | Aggregate Number of Securities |
|---|---|---|---|---|---|
| Jon Ayotte(Chief Accounting Officer) | Adoption(August 17, 2026) | Rule 10b5-1 trading arrangement | Sale | Until June 30, 2027, or such earlier date upon which all transactions are completed or expire without execution | Up to 13,975 shares |
| Joseph Sanborn(Chief Financial Officer, Chief Administrative Officer, Treasurer & Secretary) | Adoption(August 27, 2026) | Rule 10b5-1 trading arrangement | Sale | Until March 5, 2027, or such earlier date upon which all transactions are completed or expire without execution | Up to 95,032 shares |
| Mira Wilczek(Board Member) | Adoption(September 15, 2026) | Rule 10b5-1 trading arrangement | Sale | Until August 20, 2027, or such earlier date upon which all transactions are completed or expire without execution | Up to 170,500 shares |
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